Exhibit
4.2


 


global
synergy acquisition corp.


 


DESCRIPTION
OF SECURITIES


 


The
following summary of the material terms of the securities of Global Synergy Acquisition Corp. (“we, “us,” “our”
or “the Company”) is not intended to be a complete summary of the rights and preferences of such securities and is subject
to and qualified by reference to our amended and restated memorandum and articles of association incorporated by reference as an exhibit
to the company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “Report”), and applicable Cayman Islands
law. We urge you to read our amended and restated memorandum and articles of association in their entirety for a complete description
of the rights and preferences our securities.


 


Certain
Terms


 


Unless
otherwise stated in this exhibit or the context otherwise requires, references to:  


 


	 	●	“amended and restated
    memorandum and articles of association” are to the amended and restated memorandum and articles of association that the Company
    adopted prior to the consummation of our initial public offering;


 


	 	●	“Companies Act” are to the Companies Act
    (As Revised) of the Cayman Islands as the same may be amended from time to time;


 


	 	●	“equity-linked securities” are to any
    debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing
    transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt.


 


	 	●	“founder shares” are to our Class B ordinary
    shares initially purchased by our sponsor in a private placement prior to our initial public offering, and the Class A ordinary
    shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business
    combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not
    be “public shares”).


 


	 	●	“management” or our “management team”
    are to our officers;


 


	 	●	“ordinary shares” are to our Class A
    ordinary shares and our Class B ordinary shares;


 


	 	●	“private placement warrants” are to the warrants
    issued to our sponsor in a private placement simultaneously with the closing of our initial public offering and upon conversion of
    working capital loans and extension loans, if any;


 


	 	●	“public shares” are to our Class A ordinary
    shares sold as part of the units in our initial public offering (whether they are purchased in our initial public offering or thereafter
    in the open market);


 


	 	●	“public shareholders” are to the holders
    of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase
    public shares, provided that our sponsor’s and each member of our management team’s status as a “public shareholder” shall
    only exist with respect to such public shares;


 


	 	●	“public warrants” are to our redeemable warrants
    sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or thereafter
    in the open market), to the private placement warrants if held by third parties other than our sponsor (or permitted transferees),
    and to any private placement warrants issued upon conversion of working capital loans and extension loans, if any, that are sold
    to third parties that are not initial purchasers or executive officers or directors (or permitted transferees), in each case, following
    the consummation of our initial business combination;


 


	 	●	“Sponsor” are to Global Synergy LLC, a Cayman
    Islands limited liability company; and


 


	 	●	“we,” “us,” “Company”
    or “our company” are to Global Synergy Acquisition Corp., a Cayman Islands corporation (Nasdaq: GSAQ, GSAQW, GSAQU).


 


We
are a Cayman Islands exempted company and our affairs are governed by our amended and restated memorandum and articles of association,
the Companies Act and the common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association,
we are authorized to issue 400,000,000 Class A ordinary shares and 40,000,000 Class B ordinary shares, as well as 1,000,000 preference
shares, $0.0001 par value each. The following description summarizes certain terms of our shares as set out more particularly in our
amended and restated memorandum and articles of association. Because it is only a summary, it may not contain all the information that
is important to you.


 






    


     


    

 


Units


 


Each
unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to
purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in the final prospectus relating
to our initial public offering (the “final prospectus”). Pursuant to the warrant agreement, a warrant holder may exercise its
warrants only for a whole number of the Company’s Class A ordinary shares. This means only a whole warrant may be exercised at any given
time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly,
unless you purchase at least two units, you will not be able to receive or trade a whole warrant.


 


The
units will automatically separate into their component parts and will not be traded after completion of our initial business combination.


 


Ordinary
Shares


 


As
of date of this Report, there were 32,343,750 ordinary shares outstanding, consisting of 25,875,000 Class A ordinary shares and 6,468,750
Class B ordinary shares.


 


Ordinary
shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A
ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our
shareholders except as required by law. Unless specified in our amended and restated memorandum and articles of association, or as required
by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of our ordinary
shares that are voted is required to approve any such matter voted on by our shareholders. Approval of certain actions will require a
special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds of our ordinary shares that are voted,
and pursuant to our amended and restated memorandum and articles of association; such actions include amending our amended and restated
memorandum and articles of association and approving a statutory merger or consolidation with another company. Our board of directors
is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being appointed
in each year. There is no cumulative voting with respect to the appointment of directors, with the result that the holders of more than
50% of the shares voted for the appointment of directors can appoint all of the directors. Our shareholders are entitled to receive ratable
dividends when, as and if declared by the board of directors out of funds legally available therefor. Prior to our initial business combination,
only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not
be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination,
holders of a majority of our founder shares may remove a member of the board of directors for any reason.


 


Because
our amended and restated memorandum and articles of association authorizes the issuance of up to 400,000,000 Class A ordinary shares,
if we were to enter into a business combination, we may (depending on the terms of such a business combination) be required to increase
the number of Class A ordinary shares which we are authorized to issue at the same time as our shareholders vote on the business combination
to the extent we seek shareholder approval in connection with our initial business combination.


 


Our
board of directors is divided into three classes with only one class of directors being appointed in each year and each class (except
for those directors appointed prior to our first annual general meeting) serving a three-year term. In accordance with Nasdaq corporate
governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following
our listing on Nasdaq. There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings to appoint
directors. We may not hold an annual general meeting to appoint new directors prior to the consummation of our initial business combination.
Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by
holders of a majority of our founder shares. In addition, prior to the completion of an initial business combination, holders of a majority
of our founder shares may remove a member of the board of directors for any reason.


 






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We
will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our
initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account
calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds
held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding
public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per
public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred
underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial owner
must identify itself in order to validly redeem its shares. Our sponsor and each member of our management team have entered into an agreement
with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held
by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment
to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to
provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination
or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months (or 24 months, as applicable)
from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class
A ordinary shares. Unlike many blank check companies that hold shareholder votes and conduct proxy solicitations in conjunction with
their initial business combinations and provide for related redemptions of public shares for cash upon completion of such initial business
combinations even when a vote is not required by law, if a shareholder vote is not required by applicable law or stock exchange listing
requirements and we do not decide to hold a shareholder vote for business or other reasons, we will, pursuant to our amended and restated
memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer
documents with the SEC prior to completing our initial business combination. Our amended and restated memorandum and articles of association
requires these tender offer documents to contain substantially the same financial and other information about the initial business combination
and the redemption rights as is required under the SEC’s proxy rules. If, however, a shareholder approval of the transaction is required
by applicable law or stock exchange listing requirements, or we decide to obtain shareholder approval for business or other reasons,
we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules
and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete our initial business combination only if
we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders
who attend and vote at a general meeting of the Company. However, the participation of our sponsor, officers, directors, advisors or
their affiliates in privately-negotiated transactions (as described in the final prospectus), if any, could result in the approval of
our initial business combination even if a majority of our public shareholders vote, or indicate their intention to vote, against such
initial business combination. For purposes of seeking approval of the majority of our issued and outstanding ordinary shares, non-votes
will have no effect on the approval of our initial business combination once a quorum is obtained. Our amended and restated memorandum
and articles of association requires that at least five days’ notice will be given of any general meeting.


 


If
we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provides that a public
shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as
a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to Excess
Shares, without our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including
Excess Shares) for or against our initial business combination. Our shareholders’ inability to redeem the Excess Shares will reduce their
influence over our ability to complete our initial business combination, and such shareholders could suffer a material loss in their
investment if they sell such Excess Shares on the open market. Additionally, such shareholders will not receive redemption distributions
with respect to the Excess Shares if we complete our initial business combination. And, as a result, such shareholders will continue
to hold that number of shares exceeding 15% and, in order to dispose such shares would be required to sell their shares in open market
transactions, potentially at a loss.


 


If
we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution
under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting
of the Company. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public
shares in favor of our initial business combination. As a result, in addition to our sponsor’s founder shares, we would need 9,703,126,
or 37.5% (assuming all issued and outstanding shares are voted), or 1,617,188, or 6.25% (assuming only the minimum number of shares representing
a quorum are voted), of the 25,875,000 public shares sold in the initial public offering to be voted in favor of an initial business
combination in order to have our initial business combination approved. Additionally, each public shareholder may elect to redeem their
public shares irrespective of whether they vote for or against the proposed transaction or vote at all.


 






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Pursuant
to our amended and restated memorandum and articles of association, if we have not consummated an initial business combination within
18 months (or 24 months, as applicable) from the closing of our initial public offering, we will (i) cease all operations except for
the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public
shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest
earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000
of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely
extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and
(iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board
of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors
and the requirements of other applicable law. Our sponsor and each member of our management team have entered into an agreement with
us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any
founder shares they hold if we fail to consummate an initial business combination within 18 months (or 24 months, as applicable) from
the closing of our initial public offering (although they will be entitled to liquidating distributions from the trust account with respect
to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). Our amended
and restated memorandum and articles of association provides that, if we wind up for any other reason prior to the consummation of our
initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly
as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.


 


In
the event of a liquidation, dissolution or winding up of the Company after a business combination, our shareholders are entitled to share
ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each
class of shares, if any, having preference over the ordinary shares. Our shareholders have no preemptive or other subscription rights.
There are no sinking fund provisions applicable to the ordinary shares, except that we will provide our public shareholders with the
opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account,
including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided
by the number of the then-outstanding public shares, upon the completion of our initial business combination, subject to the limitations
described herein.


 


Founder
Shares


 


The
founder shares are designated as Class B ordinary shares and, except as described below, are identical to the Class A ordinary shares
included in the units sold in our initial public offering, and holders of founder shares have the same shareholder rights as public shareholders,
except that: (a) prior to our initial business combination, only holders of the founder shares have the right to vote on the appointment
of directors and holders of a majority of our founder shares may remove a member of the board of directors for any reason; (b) the founder
shares are subject to certain transfer restrictions, as described in more detail below; (c) our sponsor and each member of our management
team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to
their founder shares, (ii) to waive their redemption rights with respect to their founder shares and public shares in connection with
a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the
substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection
with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within
18 months (or 24 months, as applicable) from the closing of our initial public offering or (B) with respect to any other provision relating
to the rights of holders of our Class A ordinary shares; and (iii) waive their rights to liquidating distributions from the trust account
with respect to any founder shares they hold if we fail to consummate an initial business combination within 18 months (or 24 months,
as applicable) from the closing of our initial public offering offering (although they will be entitled to liquidating distributions
from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the
prescribed time frame); (d) the founder shares will automatically convert into our Class A ordinary shares at the time of our initial
business combination or earlier at the option of the holders thereof as described herein; and (e) the founder shares are entitled to
registration rights. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval
of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend
and vote at a general meeting of the Company. In such case, our sponsor and each member of our management team have agreed to vote their
founder shares and any public shares purchased after our initial public offering in favor of our initial business combination.


 






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The
founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares (which such Class
A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the trust
account if we do not consummate an initial business combination) at the time of our initial business combination or earlier at the option
of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will
equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon
completion of our initial public offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable
upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in
relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable
for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination
and any private placement warrants issued to our sponsor, its affiliates or any member of our management team upon conversion of working
capital loans and extension loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less
than one-to-one.


 


Except
as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder
shares until earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business
combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions,
share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing
at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange
or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash,
securities or other property. We refer to such transfer restrictions throughout this exhibit as the lock-up. Any permitted transferees
would be subject to the same restrictions and other agreements of our sponsor and our directors and executive officers with respect to
any founder shares.


 


Prior
to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors.
Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the
completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors
for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a special
resolution passed by not less than two-thirds of our ordinary shares who attend and vote at our general meeting which shall include the
affirmative vote of a simple majority of our Class B ordinary shares. With respect to any other matter submitted to a vote of our shareholders,
including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and
holders of our public shares will vote together as a single class, with each share entitling the holder to one vote.


 


Preference
Shares


 


Our
amended and restated memorandum and articles of association authorizes 1,000,000 preference shares and provides that preference shares
may be issued from time to time in one or more series. Our board of directors is authorized to fix the voting rights, if any, designations,
powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions
thereof, applicable to the shares of each series. Our board of directors is able to, without shareholder approval, issue preference shares
with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and
could have anti-takeover effects. The ability of our board of directors to issue preference shares without shareholder approval could
have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. We have no preference
shares issued and outstanding at the date hereof. Although we do not currently intend to issue any preference shares, we cannot assure
you that we will not do so in the future. No preference shares were issued or registered in our initial public offering.


 






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Public
Shareholders’ Warrants


 


Each
whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment
as discussed below, at any time commencing on the later of one year from the closing of our initial public offering and 30 days after
the completion of our initial business combination, except as discussed in the immediately succeeding paragraph. Pursuant to the warrant
agreement, a warrant holder may exercise its warrants only for a whole number of Class A ordinary shares. This means only a whole warrant
may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole
warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. The
warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier
upon redemption or liquidation.


 


We
will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle
such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying
the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below
with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and we will not be
obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise
has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of
the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant,
the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In
no event will we be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised
warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A
ordinary share underlying such unit.


 


We
have agreed that as soon as practicable, but in no event later than twenty business days after the closing of our initial business combination,
we will use our commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities
Act, of the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause
the same to become effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness
of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed,
as specified in the warrant agreement; provided that if our Class A ordinary shares are at the time of any exercise of a warrant not
listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1)
of the Securities Act, we may, at our option, require holders of our public warrants who exercise their warrants to do so on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or
maintain in effect a registration statement, but we will use our commercially reasonably efforts to register or qualify the shares under
applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares
issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial business combination,
warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to
maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of
the Securities Act or another exemption, but we will use our commercially reasonably efforts to register or qualify the shares under
applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering
the warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product
of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined
below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used
in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading
day prior to the date on which the notice of exercise is received by the warrant agent.


 






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Redemption
of warrants when the price per Class A ordinary share equals or exceeds $18.00.    Once the warrants become exercisable,
we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants):


 


		●	in
whole and not in part;



 


		●	at
a price of $0.01 per warrant;



 


		●	upon
a minimum of 30 days’ prior written notice of redemption to each warrant holder; and



 


		●	if,
and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the
number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Warrants —
Public Shareholders’ Warrants — Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading day period ending
three trading days before we send the notice of redemption to the warrant holders.



 


We
will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the
Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary
shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption
right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.


 


We
have established the last of the redemption criteria discussed above to prevent a redemption call unless there is at the time of the
call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption
of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However,
the price of the Class A ordinary shares may fall below the $18.00 redemption trigger price (as adjusted for adjustments to the number
of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Warrants — Public
Shareholders’ Warrants — Anti-dilution Adjustments”) as well as the $11.50 (for whole shares) warrant exercise price after
the redemption notice is issued.


 


Redemption
of warrants when the price per Class A ordinary share equals or exceeds $10.00.     Once the warrants become
exercisable, we may redeem the outstanding warrants:


 


		●	in
whole and not in part;



 


		●	at
$0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their
warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based
on the redemption date and the “fair market value” of our Class A ordinary shares (as defined below) except as otherwise described
below;



 


		●	if,
and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments
to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Warrants
— Public Shareholders’ Warrants — Anti-Dilution Adjustments”) for any 20 trading days within the 30-trading day period
ending three trading days before we send the notice of redemption to the warrant holders; and



 


		●	if
the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day
prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments
to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Warrants
— Public Shareholders’ Warrants — Anti-dilution Adjustments”), the private placement warrants must also be concurrently
called for redemption on the same terms as the outstanding public warrants, as described above.



 






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Beginning
on the date the notice of redemption is given until the warrants are redeemed or exercised, holders may elect to exercise their warrants
on a cashless basis. The numbers in the table below represent the number of Class A ordinary shares that a warrant holder will receive
upon such cashless exercise in connection with a redemption by us pursuant to this redemption feature, based on the “fair market
value” of our Class A ordinary shares on the corresponding redemption date (assuming holders elect to exercise their warrants and
such warrants are not redeemed for $0.10 per warrant), determined for these purposes based on volume weighted average price of our Class
A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders
of warrants, and the number of months that the corresponding redemption date precedes the expiration date of the warrants, each as set
forth in the table below. We will provide our warrant holders with the final fair market value no later than one business day after the
10-trading day period described above ends.


 


Pursuant
to the warrant agreement, references above to Class A ordinary shares shall include a security other than Class A ordinary shares into
which the Class A ordinary shares have been converted or exchanged for in the event we are not the surviving company in our initial business
combination. The numbers in the table below will not be adjusted when determining the number of Class A ordinary shares to be issued
upon exercise of the warrants if we are not the surviving entity following our initial business combination.


 


The
share prices set forth in the column headings of the table below will be adjusted as of any date on which the number of shares issuable
upon exercise of a warrant or the exercise price of a warrant is adjusted as set forth under the heading “— Anti-dilution
Adjustments” below. If the number of shares issuable upon exercise of a warrant is adjusted, the adjusted share prices in the column
headings will equal the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the exercise
price of the warrant after such adjustment and the denominator of which is the price of the warrant immediately prior to such adjustment.
In such an event, the number of shares in the table below shall be adjusted by multiplying such share amounts by a fraction, the numerator
of which is the number of shares deliverable upon exercise of a warrant immediately prior to such adjustment and the denominator of which
is the number of shares deliverable upon exercise of a warrant as so adjusted. If the exercise price of a warrant is adjusted, (a) in
the case of an adjustment pursuant to the fifth paragraph under the heading “— Anti-dilution Adjustments” below, the
adjusted share prices in the column headings will equal the unadjusted share price multiplied by a fraction, the numerator of which is
the higher of the Market Value and the Newly Issued Price as set forth under the heading “— Anti-dilution Adjustments”
and the denominator of which is $10.00 and (b) in the case of an adjustment pursuant to the second paragraph under the heading “—
Anti-dilution Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted share price less the
decrease in the exercise price of a warrant pursuant to such exercise price adjustment.


 


	Redemption Date	 	Fair Market Value of Class A Ordinary Shares	 
	(period to expiration of warrants)	 	≤ $10.00	 	 	11.00	 	 	12.00	 	 	13.00	 	 	14.00	 	 	15.00	 	 	16.00	 	 	17.00	 	 	≥ 18.00	 
	60 months	 	 	0.261	 	 	 	0.281	 	 	 	0.297	 	 	 	0.311	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.361	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.361	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.361	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.361	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.361	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.361	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.361	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.361	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.361	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	3 months	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months	 	 	—	 	 	 	—	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 





 






    8


     


    

 


The
exact fair market value and redemption date may not be set forth in the table above, in which case, if the fair market value is between
two values in the table or the redemption date is between two redemption dates in the table, the number of Class A ordinary shares to
be issued for each warrant exercised will be determined by a straight-line interpolation between the number of shares set forth for the
higher and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as applicable.
For example, if the volume weighted average price of our Class A ordinary shares during the 10 trading days immediately following the
date on which the notice of redemption is sent to the holders of the warrants is $11.00 per share, and at such time there are 57 months
until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for
0.277 Class A ordinary shares for each whole warrant. For an example where the exact fair market value and redemption date are not as
set forth in the table above, if the volume weighted average price of our Class A ordinary shares during the 10 trading days immediately
following the date on which the notice of redemption is sent to the holders of the warrants is $13.50 per share, and at such time there
are 38 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their
warrants for 0.298 Class A ordinary shares for each whole warrant. In no event will the warrants be exercisable on a cashless basis in
connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). Finally, as
reflected in the table above, if the warrants are out of the money and about to expire, they cannot be exercised on a cashless basis
in connection with a redemption by us pursuant to this redemption feature, since they will not be exercisable for any Class A ordinary
shares.


 


This
redemption feature differs from the typical warrant redemption features used in some other blank check offerings, which only provide
for a redemption of warrants for cash (other than the private placement warrants) when the trading price for the Class A ordinary shares
exceeds $18.00 per share for a specified period of time. This redemption feature is structured to allow for all of the outstanding warrants
to be redeemed when the Class A ordinary shares are trading at or above $10.00 per public share, which may be at a time when the
trading price of our Class A ordinary shares is below the exercise price of the warrants. We have established this redemption feature
to provide us with the flexibility to redeem the warrants without the warrants having to reach the $18.00 per share threshold set forth
above under “— Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00.” Holders choosing
to exercise their warrants in connection with a redemption pursuant to this feature will, in effect, receive a number of shares for their
warrants based on an option pricing model with a fixed volatility input as of the date of the final prospectus. This redemption right
provides us with an additional mechanism by which to redeem all of the outstanding warrants, and therefore have certainty as to our capital
structure as the warrants would no longer be outstanding and would have been exercised or redeemed. We will be required to pay the applicable
redemption price to warrant holders if we choose to exercise this redemption right and it will allow us to quickly proceed with a redemption
of the warrants if we determine it is in our best interest to do so. As such, we would redeem the warrants in this manner when we believe
it is in our best interest to update our capital structure to remove the warrants and pay the redemption price to the warrant holders.


 


As
stated above, we can redeem the warrants when the Class A ordinary shares are trading at a price starting at $10.00, which is below the
exercise price of $11.50, because it will provide certainty with respect to our capital structure and cash position while providing warrant
holders with the opportunity to exercise their warrants on a cashless basis for the applicable number of shares. If we choose to redeem
the warrants when the Class A ordinary shares are trading at a price below the exercise price of the warrants, this could result in the
warrant holders receiving fewer Class A ordinary shares than they would have received if they had chosen to wait to exercise their warrants
for Class A ordinary shares if and when such Class A ordinary shares were trading at a price higher than the exercise price of $11.50.


 


No
fractional Class A ordinary shares will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional
interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder.
If, at the time of redemption, the warrants are exercisable for a security other than the Class A ordinary shares pursuant to the warrant
agreement (for instance, if we are not the surviving company in our initial business combination), the warrants may be exercised for
such security. At such time as the warrants become exercisable for a security other than the Class A ordinary shares, the Company (or
surviving company) will use its commercially reasonable efforts to register under the Securities Act the security issuable upon the exercise
of the warrants.


 






    9


     


    

 


Redemption
procedures.


 


A
holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the
right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates),
to the warrant agent’s actual knowledge, would beneficially own in excess of 9.8% (or such other amount as a holder may specify) of the
Class A ordinary shares issued and outstanding immediately after giving effect to such exercise.


 


Anti-dilution
Adjustments.    If the number of outstanding Class A ordinary shares is increased by a capitalization or share
dividend payable in Class A ordinary shares, or by a split-up of ordinary shares or other similar event, then, on the effective date
of such capitalization or share dividend, split-up or similar event, the number of Class A ordinary shares issuable on exercise
of each warrant will be increased in proportion to such increase in the outstanding ordinary shares. A rights offering made to all or
substantially all holders of ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the “historical
fair market value” (as defined below) will be deemed a share dividend of a number of Class A ordinary shares equal to the product
of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold
in such rights offering that are convertible into or exercisable for Class A ordinary shares) and (ii) one minus the quotient of (x)
the price per Class A ordinary share paid in such rights offering and (y) the historical fair market value. For these purposes, (i) if
the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for
Class A ordinary shares, there will be taken into account any consideration received for such rights, as well as any additional amount
payable upon exercise or conversion and (ii) “historical fair market value” means the volume weighted average price of Class
A ordinary shares as reported during the 10 trading day period ending on the trading day prior to the first date on which the Class A
ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.


 


In
addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities
or other assets to all or substantially all of the holders of the Class A ordinary shares on account of such Class A ordinary shares
(or other securities into which the warrants are convertible), other than (a) as described above, (b) any cash dividends or cash distributions
which, when combined on a per share basis with all other cash dividends and cash distributions paid on the Class A ordinary shares during
the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted to appropriately
reflect any other adjustments and excluding cash dividends or cash distributions that resulted in an adjustment to the exercise price
or to the number of Class A ordinary shares issuable on exercise of each warrant) but only with respect to the amount of the aggregate
cash dividends or cash distributions equal to or less than $0.50 per share, (c) to satisfy the redemption rights of the holders of Class
A ordinary shares in connection with a proposed initial business combination, (d) to satisfy the redemption rights of the holders of
Class A ordinary shares in connection with a shareholder vote to amend our amended and restated memorandum and articles of association
(A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares
redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial
business combination within 18 months (or 24 months, as applicable) from the closing of our initial public offering or (B) with respect
to any other provision relating to the rights of holders of our Class A ordinary shares, or (e) in connection with the redemption of
our public shares upon our failure to complete our initial business combination, then the warrant exercise price will be decreased, effective
immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets
paid on each Class A ordinary share in respect of such event.


 


If
the number of outstanding Class A ordinary shares is decreased by a consolidation, combination, reverse share sub-division or reclassification
of Class A ordinary shares or other similar event, then, on the effective date of such consolidation, combination, reverse share sub-division,
reclassification or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be decreased in proportion
to such decrease in outstanding Class A ordinary shares.


 


Whenever
the number of Class A ordinary shares purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise
price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator
of which will be the number of Class A ordinary shares purchasable upon the exercise of the warrants immediately prior to such adjustment
and (y) the denominator of which will be the number of Class A ordinary shares so purchasable immediately thereafter.


 






    10


     


    

 


In
addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with
the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share (with
such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance
to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable,
prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than
60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of
the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class
A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business
combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted
(to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption
trigger price described above under “— Redemption of warrants when the price per Class A ordinary share equals or exceeds
$18.00” and “— Redemption of warrants when the price per Class A ordinary shares equals or exceeds $10.00” will
be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per
share redemption trigger price described above under “— Redemption of warrants when the price per Class A ordinary share equals
or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.


 


In
case of any reclassification or reorganization of the outstanding Class A ordinary shares (other than those described above or that solely
affects the par value of such Class A ordinary shares), or in the case of any merger or consolidation of us with or into another corporation
(other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or
reorganization of our outstanding Class A ordinary shares), or in the case of any sale or conveyance to another corporation or entity
of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders
of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in
the warrants and in lieu of the Class A ordinary shares immediately theretofore purchasable and receivable upon the exercise of the rights
represented thereby, the kind and amount of Class A ordinary shares or other securities or property (including cash) receivable upon
such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder
of the warrants would have received if such holder had exercised their warrants immediately prior to such event. However, if such holders
were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation
or merger, then the kind and amount of securities, cash or other assets for which each warrant will become exercisable will be deemed
to be the weighted average of the kind and amount received per share by such holders in such consolidation or merger that affirmatively
make such election, and if a tender, exchange or redemption offer has been made to and accepted by such holders (other than a tender,
exchange or redemption offer made by the Company in connection with redemption rights held by shareholders of the Company as provided
for in the Company’s amended and restated memorandum and articles of association or as a result of the redemption of Class A ordinary
shares by the Company if a proposed initial business combination is presented to the shareholders of the Company for approval) under
circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within
the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of
such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or
associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the issued and outstanding
Class A ordinary shares, the holder of a warrant will be entitled to receive the highest amount of cash, securities or other property
to which such holder would actually have been entitled as a shareholder if such warrant holder had exercised the warrant prior to the
expiration of such tender or exchange offer, accepted such offer and all of the Class A ordinary shares held by such holder had been
purchased pursuant to such tender or exchange offer, subject to adjustment (from and after the consummation of such tender or exchange
offer) as nearly equivalent as possible to the adjustments provided for in the warrant agreement. If less than 70% of the consideration
receivable by the holders of Class A ordinary shares in such a transaction is payable in the form of Class A ordinary shares in the successor
entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to
be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the
warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in
the warrant agreement based on the Black-Scholes value (as defined in the warrant agreement) of the warrant. The purpose of such exercise
price reduction is to provide additional value to holders of the warrants when an extraordinary transaction occurs during the exercise
period of the warrants pursuant to which the holders of the warrants otherwise do not receive the full potential value of the warrants.


 


The
warrants have been issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant
agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder for the
purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description
of the terms of the warrants and the warrant agreement set forth in the final prospectus, or defective provision (ii) amending the provisions
relating to cash dividends on ordinary shares as contemplated by and in accordance with the warrant agreement or (iii) adding or
changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement
may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants,
provided that the approval by the holders of at least 50% of the then-outstanding public warrants is required to make any change that
adversely affects the interests of the registered holders. You should review a copy of the warrant agreement, which has been filed with
the SEC, for a complete description of the terms and conditions applicable to the warrants.


 






    11


     


    

 


The
warrant holders do not have the rights or privileges of holders of ordinary shares and any voting rights until they exercise their warrants
and receive Class A ordinary shares. After the issuance of Class A ordinary shares upon exercise of the warrants, each holder will be
entitled to one vote for each share held of record on all matters to be voted on by shareholders.


 


No
fractional warrants will be issued upon separation of the units and only whole warrants will trade. If, upon exercise of the warrants,
a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number
the number of Class A ordinary shares to be issued to the warrant holder. We have agreed that, subject to applicable law, any action,
proceeding or claim against us arising out of or relating in any way to the warrant agreement will be brought and enforced in the courts
of the State of New York or the United States District Court for the Southern District of New York, and we irrevocably submit to such
jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. This provision applies to claims
under the Securities Act but does not apply to claims under the Exchange Act or any claim for which the federal district courts of the
United States of America are the sole and exclusive forum.


 


Private
Placement Warrants


 


Except
as described below, the private placement warrants have terms and provisions that are identical to those of the warrants sold as part
of the units in our initial public offering. The private placement warrants (including the Class A ordinary shares issuable upon
exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our
initial business combination (except pursuant to limited exceptions as described in the final prospectus under “Principal Shareholders
— Transfers of Founder Shares and Private Placement Warrants,” to our officers and directors and other persons or entities
affiliated with the initial purchasers of the private placement warrants) and they will not be redeemable by us (except as described
under “— Warrants — Public Shareholders’ Warrants — Redemption of warrants when the price per Class A ordinary
share equals or exceeds $10.00”) so long as they are held by our sponsor or its permitted transferees (except as otherwise set forth
herein). Our sponsor, or its permitted transferees, has the option to exercise the private placement warrants on a cashless basis. If
the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants
will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the
units sold in our initial public offering. Any amendment to the terms of the private placement warrants or any provision of the warrant
agreement with respect to the private placement warrants will require a vote of holders of at least 50% of the number of the then outstanding
private placement warrants.


 


Except
as described above under “— Public Shareholders’ Warrants — Redemption of warrants when the price per Class A ordinary
share equals or exceeds $10.00,” if holders of the private placement warrants elect to exercise them on a cashless basis, they would
pay the exercise price by surrendering his, her or its warrants for that number of Class A ordinary shares equal to the quotient obtained
by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “Sponsor
fair market value” (defined below) over the exercise price of the warrants by (y) the Sponsor fair market value. For these purposes,
the “Sponsor fair market value” shall mean the average reported closing price of the Class A ordinary shares for the 10 trading
days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent or on which
the notice of redemption is sent to the holders of warrants, as applicable. The reason that we have agreed that these warrants will be
exercisable on a cashless basis so long as they are held by our sponsor and its permitted transferees is because it is not known at this
time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell
our securities in the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling
our securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities,
an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike public
shareholders who could exercise their warrants and sell the Class A ordinary shares received upon such exercise freely in the open market
in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling such securities. As a result,
we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.


 


In
order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination,
our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may
be required. Up to $ 2,000,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.00
per warrant at the option of the lender. Such warrants would be identical to the private placement warrants.


 






    12


     


    

 


Dividends


 


We
have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our
initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital
requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends
subsequent to our initial business combination will be within the discretion of our board of directors at such time. If we incur any
indebtedness in connection with a business combination, our ability to declare dividends may be limited by restrictive covenants we may
agree to in connection therewith.


 


Our
Transfer Agent and Warrant Agent


 


The
transfer agent for our ordinary shares and warrant agent for our warrants is Continental Stock Transfer & Trust Company. We have
agreed to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents and each
of its shareholders, directors, officers and employees against all claims and losses that may arise out of acts performed or omitted
for its activities in that capacity, except for any claims and losses due to any gross negligence or intentional misconduct of the indemnified
person or entity.


 


Listing
of Securities


 


Our
units are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “GSAQU.” Our Class A ordinary shares and
warrants are listed on Nasdaq under the symbols “GSAQ” and “GSAQW,” respectively. The units will automatically separate
into their component parts and will not be traded following the completion of our initial business combination.


 


Certain
Differences in Corporate Law


 


Cayman
Islands companies are governed by the Companies Act. The Companies Act is modeled on English law but does not follow recent English law
statutory enactments, and differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary
of the material differences between the provisions of the Companies Act applicable to us and the laws applicable to companies incorporated
in the United States and their shareholders.


 


Mergers
and Similar Arrangements.    In certain circumstances, the Companies Act allows for mergers or consolidations
between two Cayman Islands companies, or between a Cayman Islands exempted company and a company incorporated in another jurisdiction
(provided that is facilitated by the laws of that other jurisdiction).


 


Where
the merger or consolidation is between two Cayman Islands companies, the directors of each company must approve a written plan of merger
or consolidation containing certain prescribed information. That plan or merger or consolidation must then be authorized by either (a)
a special resolution (usually a majority of 662⁄3% in value of the voting shares voted at a general meeting) of the shareholders
of each company; or (b) such other authorization, if any, as may be specified in such constituent company’s articles of association.
No shareholder resolution is required for a merger between a parent company (i.e., a company that owns at least 90% of the issued shares
of each class in a subsidiary company) and its subsidiary company. The consent of each holder of a fixed or floating security interest
of a constituent company must be obtained, unless the court waives such requirement. If the Cayman Islands Registrar of Companies is
satisfied that the requirements of the Companies Act (which includes certain other formalities) have been complied with, the Registrar
of Companies will register the plan of merger or consolidation.


 


Where
the merger or consolidation involves a foreign company, the procedure is similar, save that with respect to the foreign company, the
directors of the Cayman Islands exempted company are required to make a declaration to the effect that, having made due enquiry, they
are of the opinion that the requirements set out below have been met: (i) that the merger or consolidation is permitted or not prohibited
by the constitutional documents of the foreign company and by the laws of the jurisdiction in which the foreign company is incorporated,
and that those laws and any requirements of those constitutional documents have been or will be complied with; (ii) that no petition
or other similar proceeding has been filed and remains outstanding or order made or resolution adopted to wind up or liquidate the foreign
company in any jurisdictions; (iii) that no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction
and is acting in respect of the foreign company, its affairs or its property or any part thereof; and (iv) that no scheme, order, compromise
or other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the foreign company
are and continue to be suspended or restricted.


 


Where
the surviving company is the Cayman Islands exempted company, the directors of the Cayman Islands exempted company are further required
to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements set out below have been
met: (i) that the foreign company is able to pay its debts as they fall due and that the merger or consolidation is bona fide and not
intended to defraud unsecured creditors of the foreign company; (ii) that in respect of the transfer of any security interest granted
by the foreign company to the surviving or consolidated company (a) consent or approval to the transfer has been obtained, released or
waived; (b) the transfer is permitted by and has been approved in accordance with the constitutional documents of the foreign company;
and (c) the laws of the jurisdiction of the foreign company with respect to the transfer have been or will be complied with; (iii) that
the foreign company will, upon the merger or consolidation becoming effective, cease to be incorporated, registered or exist under the
laws of the relevant foreign jurisdiction; and (iv) that there is no other reason why it would be against the public interest to permit
the merger or consolidation.


 






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Where
the above procedures are adopted, the Companies Act provides for a right of dissenting shareholders to be paid a payment of the fair
value of his shares upon their dissenting to the merger or consolidation if they follow a prescribed procedure. In essence, that procedure
is as follows: (a) the shareholder must give his written objection to the merger or consolidation to the constituent company before the
vote on the merger or consolidation, including a statement that the shareholder proposes to demand payment for his shares if the merger
or consolidation is authorized by the vote; (b) within 20 days following the date on which the merger or consolidation is approved by
the shareholders, the constituent company must give written notice to each shareholder who made a written objection; (c) a shareholder
must within 20 days following receipt of such notice from the constituent company, give the constituent company a written notice of his
intention to dissent including, among other details, a demand for payment of the fair value of his shares; (d) within seven days following
the date of the expiration of the period set out in paragraph (b) above or seven days following the date on which the plan of merger
or consolidation is filed, whichever is later, the constituent company, the surviving company or the consolidated company must make a
written offer to each dissenting shareholder to purchase his shares at a price that the Company determines is the fair value and if the
Company and the shareholder agree the price within 30 days following the date on which the offer was made, the Company must pay the shareholder
such amount; and (e) if the Company and the shareholder fail to agree a price within such 30 day period, within 20 days following the
date on which such 30 day period expires, the Company (and any dissenting shareholder) must file a petition with the Cayman Islands Grand
Court to determine the fair value and such petition must be accompanied by a list of the names and addresses of the dissenting shareholders
with whom agreements as to the fair value of their shares have not been reached by the Company. At the hearing of that petition, the
court has the power to determine the fair value of the shares together with a fair rate of interest, if any, to be paid by the Company
upon the amount determined to be the fair value. Any dissenting shareholder whose name appears on the list filed by the Company may participate
fully in all proceedings until the determination of fair value is reached. These rights of a dissenting shareholder are not available
in certain circumstances, for example, to dissenters holding shares of any class in respect of which an open market exists on a recognized
stock exchange or recognized interdealer quotation system at the relevant date or where the consideration for such shares to be contributed
are shares of any company listed on a national securities exchange or shares of the surviving or consolidated company.


 


Moreover,
Cayman Islands law has separate statutory provisions that facilitate the reconstruction or amalgamation of companies in certain circumstances,
schemes of arrangement will generally be more suited for complex mergers or other transactions involving widely held companies, commonly
referred to in the Cayman Islands as a “scheme of arrangement” which may be tantamount to a merger. In the event that a merger
was sought pursuant to a scheme of arrangement (the procedures for which are more rigorous and take longer to complete than the procedures
typically required to consummate a merger in the United States), the arrangement in question must be approved by a majority in number
of each class of shareholders and creditors with whom the arrangement is to be made and who must in addition represent three-fourths
in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy
at a general meeting, or meeting summoned for that purpose. The convening of the meetings and subsequently the terms of the arrangement
must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder would have the right to express to the court
the view that the transaction should not be approved, the court can be expected to approve the arrangement if it satisfies itself that:


 


		●	we
are not proposing to act illegally or beyond the scope of our corporate authority and the statutory provisions as to majority vote have
been complied with;



 


		●	the
shareholders have been fairly represented at the meeting in question;



 


		●	the
arrangement is such as a businessman would reasonably approve; and



 


		●	the
arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act or that would amount to
a “fraud on the minority.”



 


If
a scheme of arrangement or takeover offer (as described below) is approved, any dissenting shareholder would have no rights comparable
to appraisal rights (providing rights to receive payment in cash for the judicially determined value of the shares), which would otherwise
ordinarily be available to dissenting shareholders of United States corporations.


 






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Squeeze-out
Provisions.    When a takeover offer is made and accepted by holders of 90% of the shares to whom the offer relates
within four months, the offeror may, within a two-month period, require the holders of the remaining shares to transfer such shares on
the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands, but this is unlikely to succeed unless there
is evidence of fraud, bad faith, collusion or inequitable treatment of the shareholders.


 


Further,
transactions similar to a merger, reconstruction and/or an amalgamation may in some circumstances be achieved through means other than
these statutory provisions, such as a share capital exchange, asset acquisition or control, or through contractual arrangements of an
operating business.


 


Shareholders’
Suits.    Maples and Calder (Cayman) LLP, our Cayman Islands legal counsel, is not aware of any reported class
action having been brought in a Cayman Islands court. Derivative actions have been brought in the Cayman Islands courts, and the Cayman
Islands courts have confirmed the availability for such actions. In most cases, we will be the proper plaintiff in any claim based on
a breach of duty owed to us, and a claim against (for example) our officers or directors usually may not be brought by a shareholder.
However, based both on Cayman Islands authorities and on English authorities, which would in all likelihood be of persuasive authority
and be applied by a court in the Cayman Islands, exceptions to the foregoing principle apply in circumstances in which:


 


		●	a
company is acting, or proposing to act, illegally or beyond the scope of its authority;



 


		●	the
act complained of, although not beyond the scope of the authority, could be effected if duly authorized by more than the number of votes
which have actually been obtained; or



 


		●	those
who control the company are perpetrating a “fraud on the minority.”



 


A
shareholder may have a direct right of action against us where the individual rights of that shareholder have been infringed or are about
to be infringed.


 


Enforcement
of Civil Liabilities.    The Cayman Islands has a different body of securities laws as compared to the United
States and provides less protection to investors. Additionally, Cayman Islands companies may not have standing to sue before the Federal
courts of the United States.


 


We
have been advised by Maples and Calder (Cayman) LLP, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely
(i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the
federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities
against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as
the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in
the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign
money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a
competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain
conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a
liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the
same matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to
natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to
public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.


 






    15


     


    

 


Special
Considerations for Exempted Companies.    We are an exempted company with limited liability under the Companies
Act. The Companies Act distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the
Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements
for an exempted company are essentially the same as for an ordinary company except for the exemptions and privileges listed below:


 


		●	an
exempted company does not have to file an annual return of its shareholders with the Registrar of Companies;



 


		●	an
exempted company’s register of members is not open to inspection;



 


		●	an
exempted company does not have to hold an annual general meeting;



 


		●	an
exempted company may issue shares with no par value;



 


		●	an
exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings
are usually given for 20 years in the first instance);



 


		●	an
exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;



 


		●	an
exempted company may register as a limited duration company; and



 


		●	an
exempted company may register as a segregated portfolio company.



 


“Limited
liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the
company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper
purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).


 


Amended
and Restated Memorandum and Articles of Association.    Our amended and restated memorandum and articles of association
contains provisions designed to provide certain rights and protections that apply to us until the completion of our initial business
combination. These provisions cannot be amended without a special resolution under Cayman Islands law. As a matter of Cayman Islands
law, a resolution is deemed to be a special resolution where it has been approved by either (i) the affirmative vote of at least two-thirds
(or any higher threshold specified in a company’s articles of association) of a company’s shareholders entitled to vote and so voting
at a general meeting for which notice specifying the intention to propose the resolution as a special resolution has been given; or (ii)
if so authorized by a company’s articles of association, by a unanimous written resolution of all of the Company’s shareholders. Other
than as described above, our amended and restated memorandum and articles of association provides that special resolutions must be approved
either by at least two-thirds of our shareholders who attend and vote at a general meeting of the Company (i.e., the lowest threshold
permissible under Cayman Islands law), or by a unanimous written resolution of all of our shareholders.


 


Our
sponsor and its permitted transferees, if any, who collectively beneficially own 20% of our ordinary shares upon the closing of our initial
public offering, will participate in any vote to amend our amended and restated memorandum and articles of association and will have
the discretion to vote in any manner they choose. Specifically, our amended and restated memorandum and articles of association provides,
among other things, that:


 


		●	If
we have not consummated an initial business combination within 18 months (or 24 months, as applicable) from the closing of our initial
public offering, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no
more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to
us to pay our income taxes that were paid by us or are payable by us, if any (less up to $100,000 of interest to pay dissolution expenses)
divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights
as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve,
subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable
law;



 






    16


     


    

 


		●	Prior
to or in connection with our initial business combination, we may not issue additional securities that would entitle the holders thereof
to (i) receive funds from the trust account or (ii) vote as a class with our public shares (a) on our initial business combination or
on any other proposal presented to shareholders prior to or in connection with the completion of an initial business combination or (b) to
approve an amendment to our amended and restated memorandum and articles of association to (x) extend the time we have to consummate
a business combination beyond 18 months (or 24 months, as applicable) from the closing of our initial public offering or (y) amend the
foregoing provisions;



 


		●	We
are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors.
In the event we enter into such a transaction, we, or a committee of independent directors, will obtain an opinion from independent investment
banking firm or another independent entity that commonly renders valuation opinions that such a business combination is fair to our company
from a financial point of view;



 


		●	If
a shareholder vote on our initial business combination is not required by applicable law or stock exchange listing requirements and we
do not decide to hold a shareholder vote for business or other reasons, we will offer to redeem our public shares pursuant to Rule 13e-4
and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination
which contain substantially the same financial and other information about our initial business combination and the redemption rights
as is required under Regulation 14A of the Exchange Act;



 


		●	We
may extend the period of time to consummate a business combination by an additional 6 months (for a total of 24 months to complete a
business combination); pursuant to the terms of our amended and restated memorandum and articles of association and the trust agreement
entered into between us and Continental Stock Transfer & Trust Company on the date of the final prospectus, in order for the time
available for us to consummate our initial business combination to be extended, our sponsor or its affiliates or designees, upon five
business days advance notice prior to the expiration date of the initial term, must deposit into the trust account $2,587,500 ($0.10
per unit in either case) on or prior to the expiration date of the initial term; our shareholders will not be entitled to vote or redeem
their shares in connection with any such extension; any such payment would be made in the form of non-interest bearing loans; if we complete
our initial business combination, we would repay such loaned amounts either out of the proceeds of the trust account released to us or,
at the lender’s option, convert a portion or all of the total loan amount into warrants at a price of $1.00 per warrant, which warrants
will be identical to the private placement warrants;



 


		●	So
long as our securities are then listed on Nasdaq, our initial business combination must occur with one or more target businesses that
together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the amount of deferred
underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of the agreement to enter
into the initial business combination;



 


		●	If
our shareholders approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance
or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with
our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within
18 months (or 24 months, as applicable) from the closing of our initial public offering or (B) with respect to any other provision relating
to the rights of holders of our Class A ordinary shares, we will provide our public shareholders with the opportunity to redeem all or
a portion of their ordinary shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income
taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described herein; and



 


		●	We
will not effectuate our initial business combination solely with another blank check company or a similar company with nominal operations.



 


In
addition, our amended and restated memorandum and articles of association provides that under no circumstances will we redeem our public
shares in an amount that would cause our net tangible assets to be less than $5,000,001.


 






    17


     


    

 


The
Companies Act permits a company incorporated in the Cayman Islands to amend its memorandum and articles of association with the approval
of a special resolution which requires the approval of the holders of at least two-thirds of such company’s issued and outstanding ordinary
shares who attend and vote at a general meeting or by way of unanimous written resolution. A company’s articles of association may specify
that the approval of a higher majority is required but, provided the approval of the required majority is obtained, any Cayman Islands
exempted company may amend its memorandum and articles of association regardless of whether its memorandum and articles of association
provide otherwise. Accordingly, although we could amend any of the provisions relating to our proposed offering, structure and business
plan which are contained in our amended and restated memorandum and articles of association, we view all of these provisions as binding
obligations to our shareholders and neither we, nor our officers or directors, will take any action to amend or waive any of these provisions
unless we provide dissenting public shareholders with the opportunity to redeem their public shares.


 


Anti-Money
Laundering — Cayman Islands


 


If
any person in the Cayman Islands knows or suspects or has reasonable grounds for knowing or suspecting that another person is engaged
in criminal conduct or money laundering or is involved with terrorism or terrorist financing and property and the information for that
knowledge or suspicion came to their attention in the course of business in the regulated sector, or other trade, profession, business
or employment, the person will be required to report such knowledge or suspicion to (i) the Financial Reporting Authority of the Cayman
Islands, pursuant to the Proceeds of Crime Act (2020 Revision) of the Cayman Islands if the disclosure relates to criminal conduct or
money laundering, or (ii) a police officer of the rank of constable or higher, or the Financial Reporting Authority, pursuant to the
Terrorism Act (2018 Revision) of the Cayman Islands, if the disclosure relates to involvement with terrorism or terrorist financing and
property. Such a report shall not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed
by any enactment or otherwise.


 


Certain
Anti-takeover Provisions of our Amended and Restated Memorandum and Articles of Association


 


Our
amended and restated memorandum and articles of association provides that our board of directors is classified into three classes of
directors. As a result, in most circumstances, a person can gain control of our board only by successfully engaging in a proxy contest
at two or more annual general meetings.


 


Our
authorized but unissued Class A ordinary shares and preference shares are available for future issuances without shareholder approval
and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee
benefit plans. The existence of authorized but unissued and unreserved Class A ordinary shares and preference shares could render more
difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.


 


Securities
Eligible for Future Sale


 


Immediately
after our initial public offering, we had 32,343,750 ordinary shares issued and outstanding on an as-converted basis. Of these shares,
the 25,875,000 Class A ordinary shares sold in our initial public offering are freely tradable without restriction or further registration
under the Securities Act, except for any Class A ordinary shares purchased by one of our affiliates within the meaning of Rule 144 under
the Securities Act. All of the outstanding founder shares and all of the outstanding private placement warrants are restricted securities
under Rule 144, in that they were issued in private transactions not involving a public offering.


 


Rule
144


 


Pursuant
to Rule 144, a person who has beneficially owned restricted shares or warrants for at least six months would be entitled to sell their
securities provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during
the three months preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months
before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the twelve months (or such shorter
period as we were required to file reports) preceding the sale.


 






    18


     


    

 


Persons
who have beneficially owned restricted shares or warrants for at least six months but who are our affiliates at the time of, or at any
time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to
sell within any three-month period only a number of securities that does not exceed the greater of:


 


		●	1%
of the total number of ordinary shares then-outstanding, which will equal 323,437 shares immediately after our initial public offering;
or



 


		●	the
average weekly reported trading volume of the Class A ordinary shares during the four calendar weeks preceding the filing of a notice
on Form 144 with respect to the sale.



 


Sales
by our affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current
public information about us.


 


Restrictions
on the Use of Rule 144 by Shell Companies or Former Shell Companies. Rule 144 is not available for the resale of securities initially
issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously
a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:


 


		●	the
issuer of the securities that was formerly a shell company has ceased to be a shell company;



 


		●	the
issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;



 


		●	the
issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding twelve
months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and at
least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as
an entity that is not a shell company.



 


As
a result, our sponsor will be able to sell its founder shares and private placement warrants, as applicable, pursuant to Rule 144 without
registration one year after we have completed our initial business combination.


 


Registration
and Shareholder Rights


 


The
holders of the founder shares, private placement warrants and any warrants that may be issued upon conversion of working capital loans
and extension loans (and any Class A ordinary shares issuable upon the exercise of the private placement warrants and warrants that may
be issued upon conversion of working capital loans and extension loans) are entitled to registration rights pursuant to a registration
and shareholder rights agreement that the holders signed at the closing of our initial public offering. The holders of these securities
are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have
certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our
initial business combination. However, the registration and shareholder rights agreement provides that we will not permit any registration
statement filed under the Securities Act to become effective until termination of the applicable lockup period, which occurs (i) in the
case of the founder shares, as described under “founder shares”, and (ii) in the case of the private placement warrants and
warrants that may be issued upon conversion of working capital loans and extension loans and the respective Class A ordinary shares underlying
such warrants, 30 days after the completion of our initial business combination. We will bear the expenses incurred in connection with
the filing of any such registration statements.


 


In
addition, pursuant to the registration and shareholder rights agreement, our sponsor, upon and following consummation of an initial business
combination, will be entitled to nominate three individuals for appointment to our board of directors, as long as the sponsor holds any
securities covered by the registration and shareholder rights agreement.


 


 


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